UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2011

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

Commission file number 333-150548

AFFINITY MEDIAWORKS CORP.(Exact name of registrant as specified in its charter)



|                                                               |                           
|-------------------------------------------------------------- | --------------------------
|Nevada                                                         | 75-3265854                
|(state or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.)



455 Route 306, Suite M#2922 Monsey, New York 10952

(Address of principal executive offices)



(206) 426-5044

Issuers telephone number



Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yesþ   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):



Large accelerated filer  o      Accelerated filer  o     Non-accelerated filer  o     Smaller reporting companyþ



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes þ     No   o

APPLICABLE ONLY TO CORPORATE ISSUERS



As of June 29, 2011 the registrant had 50,355,969 shares of common stock outstanding.











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Table of Contents



|                                                                                               |  
|---------------------------------------------------------------------------------------------- | -
|PART I - FINANCIAL INFORMATION                                                                 |  
|Item 1.  Financial Statements                                                                  | 3
|Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations | 4
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk .                          | 6
|Item 4 Controls and Procedures                                                                 | 6
|PART II  OTHER INFORMATION                                                                    | 7
|Item 1.  Legal Proceedings.                                                                    | 7
|Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.                          | 7
|Item 3.  Defaults Upon Senior Securities.                                                      | 7
|Item 4.  Submission of Matters to a Vote of Security Holders.                                  | 7
|Item 5.  Other Information.                                                                    | 7
|Item 6.  Exhibits                                                                              | 8
|SIGNATURES                                                                                     | 8









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FINANCIAL STATEMENTS



Affinity Mediaworks Corp.

(Formerly Green Bikes Rental Corporation)





April 30, 2011



|Balance Sheets (Unaudited)                                | F-1
|--------------------------------------------------------- | ---
|Statements of Operations (Unaudited)                      | F-2
|Statements of Cash Flows (Unaudited)                      | F-3
|Statement of Changes un Stockholders' Defecit (Unaudited) | F-4
|Notes to the Unaudited Financial Statements               | F-5
|                                                          |    

|3
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**Affinity Mediaworks Corp.**

**(formerly Green Bikes Rental Corporation)**

**(A Development Stage Company)**

**Balance Sheet**

**As of April 30, 2011 and January 31, 2011**

**(unaudited)**





|                                                                                                         |                 |                      
|-------------------------------------------------------------------------------------------------------- | --------------- | ---------------------
|                                                                                                         | April 30,2011   | January 31,2011      
|                                                                                                         |                 |                      
|ASSETS                                                                                                   |                 |                      
|                                                                                                         |                 |                      
|Current Assets                                                                                           |                 |                      
|                                                                                                         |                 |                      
|Cash                                                                                                     | $        9      | $          9         
|                                                                                                         |                 |                      
|Total Assets                                                                                             | $        9      | $          9         
|                                                                                                         |                 |                      
|                                                                                                         |                 |                      
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                    |                 |                      
|                                                                                                         |                 |                      
|Current Liabilities                                                                                      |                 |                      
|                                                                                                         |                 |                      
|Accounts payable                                                                                         | $        11,133 | $              11,133
|Accrued Management Fees                                                                                  | 210,000         | 180,000              
|Due to related parties                                                                                   | 4,250           | 4,250                
|                                                                                                         | 225,383         | 195,383              
|                                                                                                         |                 |                      
|Stockholders Deficit                                                                                    |                 |                      
|                                                                                                         |                 |                      
|Preferred stock, 75,000,000 shares authorized, $.00001 par value,  none  issued and outstanding          | -               | -                    
|                                                                                                         |                 |                      
|Common stock, 75,000,000 shares authorized, $.00001 par value,  50,355,969 shares issued and outstanding | 504             | 504                  
|Stock Payable                                                                                            | 608,400         | 608,400              
|                                                                                                         |                 |                      
|Additional paid-in capital                                                                               | 102,117         | 100,617              
|                                                                                                         |                 |                      
|Deficit accumulated during the development stage                                                         | (936,395)       | (904,895)            
|                                                                                                         |                 |                      
|Total Stockholders Deficit                                                                              | (225,374)       | (195,374)            
|                                                                                                         |                 |                      
|Total Liabilities and Stockholders Deficit                                                              | $        9      | $          9         





See the accompanying summary of accounting policies and notes to the financial statements





F-1



**Affinity Mediaworks Corp.**

**(formerly Green Bikes Rental Corporation)**

**(A Development Stage Company)**

**Statements of Operations**

**For the Three Months ended April 30, 2011, and 2010 and from**

**December 17, 2007 (Inception) Through April 30, 2011**

**(unaudited)**





|                                                     |                       |                       |                                      
|---------------------------------------------------- | --------------------- | --------------------- | -------------------------------------
|                                                     | For Three Month Ended | For Three Month Ended | December 17, 2007 (inception) through
|                                                     | April 30, 2011        | April 30, 2010        | April 30, 2011                       
|                                                     |                       |                       |                                      
|Operating Expenses                                   |                       |                       |                                      
|                                                     |                       |                       |                                      
|Consulting services                                  | $            750      | $            750      | $            36,596                  
|General and administrative                           | -                     | -                     | 13,132                               
|Rent                                                 | 750                   | 750                   | 10,000                               
|Legal and accounting                                 | -                     | 940                   | 57,723                               
|Interest Expense                                     | -                     | -                     | 544                                  
|Management Fees                                      | 30,000                | 30,000                | 210,000                              
|Loss on Acquisition of Note Receivable               | -                     | -                     | 608,400                              
|                                                     |                       |                       |                                      
|Total Expenses                                       | 31,500                | 32,440                | 936,395                              
|                                                     |                       |                       |                                      
|Net Loss                                             | $    (31,500)         | $  (32,440)           | $      (936,395)                     
|                                                     |                       |                       |                                      
|                                                     |                       |                       |                                      
|Net Loss Per Common Share  Basic and Diluted        | $        (0.00)       | $        (0.00)       |                                      
|                                                     |                       |                       |                                      
|                                                     |                       |                       |                                      
|Weighted Average Number of Common Shares Outstanding | 50,355,969            | 50,166,000            |                                      





See the accompanying summary of accounting policies and notes to the financial statements





F-2



**Affinity Mediaworks Corp.**

**(formerly Green Bikes Rental Corporation)**

**(A Development Stage Company)**

**Statements of Cash Flows**

**For the Three Months ended April 30, 2011, and 2010 and from**

**December 17, 2007 (Inception) Through April 30, 2011**

**(unaudited)**







|                                                                            |                        |                        |                                      
|--------------------------------------------------------------------------- | ---------------------- | ---------------------- | -------------------------------------
|                                                                            | For Three Months Ended | For Three Months Ended | December 17, 2007 (inception) through
|                                                                            | April 30, 2011         | April 30, 2010         | April 30, 2011                       
|                                                                            |                        |                        |                                      
|Operating Activities                                                        |                        |                        |                                      
|                                                                            |                        |                        |                                      
|Net loss                                                                    | $            (31,500)  | $            (32,440)  | $            (936,395)               
|                                                                            |                        |                        |                                      
|Adjustments to reconcile net loss to net cash used in operating activities: |                        |                        |                                      
|                                                                            |                        |                        |                                      
|Shares issued for services                                                  | -                      | -                      | 26,596                               
|Donated capital consulting services and rent expense                        | 1,500                  | 1,551                  | 24,651                               
|Imputed interest on shareholder advance                                     | -                      | -                      | 544                                  
|Loss on acquisition of note receivable                                      | -                      | -                      | 608,400                              
|                                                                            |                        |                        |                                      
|Changes in operating assets and liabilities                                 |                        |                        |                                      
|                                                                            |                        |                        |                                      
|Increase (Decrease) in accounts payable                                     | 30,000                 | 29,840                 | 221,133                              
|                                                                            |                        |                        |                                      
|Net Cash Provided by (Used in) Operating Activities                         | -                      | (1,049)                | (55,071)                             
|                                                                            |                        |                        |                                      
|Financing Activities                                                        |                        |                        |                                      
|                                                                            |                        |                        |                                      
|Proceeds from the sale of common stock                                      | -                      | -                      | 50,830                               
|Advance from related party                                                  | -                      | -                      | 4,250                                
|                                                                            |                        |                        |                                      
|Net Cash Provided by Financing Activities                                   | -                      | -                      | 55,080                               
|                                                                            |                        |                        |                                      
|Increase (decrease) in Cash                                                 | -                      | (1,049)                | 9                                    
|                                                                            |                        |                        |                                      
|Cash  Beginning of Period                                                  | 9                      | 1,049                  | -                                    
|                                                                            |                        |                        |                                      
|Cash  End of Period                                                        | 9                      | -                      | 9                                    
|                                                                            |                        |                        |                                      
|Supplemental Disclosures:                                                   |                        |                        |                                      
|                                                                            |                        |                        |                                      
|Interest paid                                                               |                       |                       |                                     
|Income taxes paid                                                           |                       |                       |                                     
|                                                                            |                        |                        |                                      

See the accompanying summary of accounting policies and notes to the financial statements



F-3



3

**Affinity Mediaworks Corp.**

**(formerly Green Bikes Rental Corporation)**

**(A Development Stage Company)**

**Statement of Changes in Stockholders Deficit**

**For the Period from December 17, 2007 (Inception)**

**Through April 30, 2011**

**(unaudited)**

|                                         |              |  |             |            |  |                  |             |                |                  |  |               
|---------------------------------------- | ------------ |  | ----------- | ---------- |  | ---------------- | ----------- | -------------- | ---------------- |  | --------------
|                                         |              |  |             |            |  |                  |             |                |                 
|                                         |              |  |             | Additional |  |                  |             |                |                 
|                                         | Common Stock |  |             | Paid-in    |  | Stock            | Accumulated |                |                 
|                                         | Shares       |  | Amount      |            |  | Capital          |             | Payable        | Deficit          |  | Total         
|                                         |              |  |             |            |  |                  |             |                |                  |  |               
|Balances at December 17, 2007            | -            |  | $         - |            |  | $             -  |             | $             | $               |  | $           - 
|Issuance of founders shares             | 100,000,000  |  | 1,000       |            |  | (1,000)          |             |               |                 |  | -             
|Donated services                         | -            |  | -           |            |  | 500              |             |               |                 |  | 500           
|Net loss                                 |             |  | -           |            |  | -                |             |               | (905)            |  | (905)         
|Balances at January 31, 2008             | 100,000,000  |  | $ 1,000     |            |  | $       (500)    |             | $           -  | $      (905)     |  | $    (405)    
|Issuance of founders shares             | 10,155,000   |  | 102         |            |  | 50,825           |             |               |                 |  | 50,830        
|Donated services                         | -            |  | -           |            |  | 6,000            |             |               |                 |  | 6,000         
|Imputed interest in shareholder advances | -            |  | -           |            |  | 272              |             |                |                  |  | 272           
|Shares returned                          | (60,000,000) |  | (600)       |            |  | 60               |             |               |                 |  | -             
|Net loss                                 |             |  | -           |            |  | -                |             |               | (48,093)         |  | (48,093)      
|Balances at January 31, 2009             | 50,166,000   |  | $    502    |            |  | $       57,100   |             | $           -  | $      (48,998)  |  | $    8,604    
|Donated services                         | -            |  | -           |            |  | 6,000            |             |               |                 |  | 6,000         
|Imputed interest in shareholder advances | -            |  | -           |            |  | 272              |             | -              | -                |  | 272           
|Net loss                                 |             |  | -           |            |  | -                |             | -              | (83,169)         |  | (83,169)      
|Balances at January 31, 2010             | 50,166,000   |  | $    502    |            |  | $       63,372   |             | $           -  | $      (132,167) |  | $    (68,293) 
|Donated services                         | -            |  | -           |            |  | 10,651           |             |               |                 |  | 10,651        
|Shares issued for services               | 189,969      |  | 2           |            |  | 26,594           |             |                |                  |  | 26,596        
|Stock Payable for Note Receivable        | -            |  | -           |            |  | -                |             | 608,400        | -                |  | 608,400       
|Net loss                                 |             |  | -           |            |  | -                |             | -              | (772,728)        |  | (772,728)     
|Balances at January 31, 2011             | 50,355,969   |  | $    504    |            |  | $       100,617  |             | $      608,400 | $      (904,895) |  | $    (195,374)
|Donated services                         | -            |  | -           |            |  | 1,500            |             |               |                 |  | 1,500         
|Net loss                                 |             |  | -           |            |  | -                |             | -              | (31,500)         |  | (31,500)      
|Balances at April 30, 2011               | 50,355,969   |  | $    504    |            |  | $       102,1117 |             | $      608,400 | $      (936,395) |  | $    (225,374)



See the accompanying summary of accounting policies and notes to the financial statements

F-4



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**Affinity Mediaworks Corp.**

**(formerly Green Bikes Rental Corporation)**

**(A Development Stage Company)**

**Notes to the Financial Statements**

**(unaudited)**



NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Green Bikes Rental Corporation was incorporated on December 17, 2007, under the laws of the State of Nevada, as a development stage company.



On January 7, 2010, the Company amended its Articles of Incorporation to change the name of Green Bikes Rental Corporation to Affinity Mediaworks Corp., to increase the authorized share capital of the Company to 200,000,000 and to affect a 20 for 1 forward-split of the Companys issued and outstanding common shares.



**BASIS OF PRESENTATION**



The Company follows accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.



**REVENUE RECOGNITION**



Revenue is recognized when it is realized or realizable and earned.  Affinity considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured.  Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.



**USE OF ESTIMATES**



The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.



**CASH AND CASH EQUIVALENTS**



For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  As of April 30, 2011 and January 31, 2010, there were no cash equivalents.F-5



**DEVELOPMENT STAGE COMPANY**



The Company complies with FASB pronouncements for its characterization of the Company as development stage.



**FAIR VALUE MEASUREMENTS**



The Company adopted FASB ASC Topic 820, Fair Value Measurement and Disclosure, at inception.  ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosure of fair value measurements.  FASB ASC Topic 820 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements.  FASB ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for considering such assumptions, FASB ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.



·

Level 1.  Observable inputs such as quoted market prices in active markets.

·

Level 2.  Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, and

·

Level 3.  Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.



The FASBs ASC Topic 825, Financial Instruments, became effective for the Company on January 1, 2008.  FASB ASC Topic 825 establishes a fair value option that permits entities to choose to measure eligible financial instruments and certain other items at fair value at specified election dates.  A business entity shall report unrealized gains and losses on items for which the fair value options have been elected in earnings at each subsequent reporting date.  For the year ended December 31, 2009, there were no applicable items on which the fair value option was elected.





F-6



**BASIC AND DILUTED NET LOSS PER COMMON SHARE**



Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year.  The per share amounts include the dilutive effect of common stock equivalents in years with net income.  Basic and diluted loss per share is the same due to the anti-dilutive nature of potential common stock equivalents.



**RECENT ACCOUNTING PRONOUNCEMENTS**



In June 2009, the FASB issued guidance now codified as FASB ASC Topic 105, Generally Accepted Accounting Principles, as the single source of authoritative nongovernmental U.S. GAAP.  FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place.  All existing accounting standard documents will be superseded and all other accounting literature not included in the FASB Codification will be considered non-authoritative.  These provisions of FASB ASC Topic 105 are effective for interim and annual periods ending after September 15, 2009 and, accordingly, are effective for the Company for the current fiscal reporting period.  The adoption of this pronouncement did not have an impact on the Companys financial condition or results of operations, but will impact our financial reporting process by eliminating all references to pre-codification standards.  On the effective date of this Statement, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.



In September 2006, the FASB issued guidance now codified as FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  The pronouncement is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  In February 2008, the FASB released additional guidance now codified under FASB ASC Topic 820, which provides for delayed application of certain guidance related to non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008, and interim periods within those years.  The Company adopted certain provisions of FASB ASC Topic 820 that were unaffected by the delay in 2008.  The implementation of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.  See Note 5, Fair Value of Financial Instruments, for these additional disclosures.



In April 2009, the FASB issued guidance now codified as FASB ASC Topic 825, Financial Instruments, which amends previous Topic 825 guidance to require disclosures about fair value of financial instruments in interim as well as annual financial statements.  This pronouncement is effective for periods ending after June 15, 2009.  Accordingly, the Company adopted these provisions of FASB ASC Topic 825 on April 1, 2009.  The adoption of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.  However, these provisions of FASB ASC Topic 825 resulted in additional disclosures with respect to the fair value of the Companys financial instruments.  See Note 5, Fair Value of Financial Instruments, for these additional disclosures.





In May 2009, the FASB issued guidance now codified as FASB ASC Topic 855, Subsequent Events, which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  This pronouncement is effective for interim or fiscal periods ending after June 15, 2009.  Accordingly, the Company adopted these provisions of FASB ASC Topic 855.  The adoption of this pronouncement did not have a material impact on our consolidated financial position, results of operations or cash flows.  However, the provisions of FASB ASC Topic 855 resulted in additional disclosures with respect to subsequent events.  See Note 12 for this additional disclosure.

F-7

NOTE 2 - GOING CONCERN



Green Bikes' financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future.  Since inception, the Company has accumulated losses aggregating to $936,395 and has insufficient working capital to meet operating needs for the next twelve months as of April 30, 2011 all of which raise substantial doubt about Affinitys ability to continue as a going concern.



NOTE 3 - RELATED PARTY TRANSACTIONS



During the period ended April 30, 2011 the Company recognized a total of $1,500 for donated services provided by the President and Director of the Company.



NOTE 4 - COMMON STOCK



Affinity issued 5,000,000 shares of common stock (founder's shares) on December 17, 2007 to the President and Director of the Company.  In addition, 508,300 shares of common stock were issued to the public on May 15, 2008 for $50,830.



As of January 31, 2011, the Company wrote off stock payable for $608,400 as the party was not able to pay for the balance of the note receivable of $338,000.



As of January 31, 2011, 189,969 shares were issued for services for services valued at $26,596 using the closing price of the stock on the date of grant.



F-8

NOTE 5  NOTES RECEIVABLE



As of January 31, 2011, the Company wrote off the note with the balance of $338,000.  The write off of the note was due to inability of party to pay the balance.  The total loss resulted from this transaction was $608,400 as of January 31, 2011.  As of April 30, 2011 the note receivable was zero.



NOTE 6 INCOME TAXES



The Company has tax losses which may be applied against future taxable income.  The potential tax benefits arising from these loss carry forwards expire beginning in 2028 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future.  The net operating loss carry forward was $301,399 at April 30, 2011.  The significant components of the deferred tax asset as of April 30, 2011 and January 31, 2011 are as follows:



04/30/11                01/31/11



Net operating loss carryforwards

$ 102,476

$44,937

Valuations allowance

(102,476)

(44,937)



--------------

------------

Net deferred tax asset

$ --

$ --

--------------

------------



NOTE 7 SUBSEQUENT EVENTS



We evaluated subsequent events through the date and time the consolidated financial statements were issued.







F-9

Item 2.  Management's Discussion and Analysis or Plan of Operation.

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like:  believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a start-up corporation and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated until we begin our operations.  As of April 30, 2011 we had cash of $9.  Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities



We intend to become involved in the development, finance, sales, acquisition, distribution and marketing of high quality intellectual property devoted for the entertainment and leisure markets, through films under budgets from $4 to $8 million.  We believe that our product line will represent a timely opportunity with the potential for fast acceptance in the international marketplace.



We are also finalizing its plan to vertically integrate in all aspects of the industry, including pre and post production services.  These ancillary services are priced at a level where we can become a key provider of solutions to the independent and small film sector.  The services that we will offer will help provide a monthly revenue stream that will create an independent profit center within our organization and provide supplemental cash flow to us while our major film projects are being shot and carried to market.



To date we have entered into an agreement with Insight Film Studios/Odyssey Film Studios to Produce 12 feature films over the next year.  Insight/Odyssey is considered by many industry insiders as the largest independent film production company in Canada and one of the largest in the world.



In addition, we have entered into an agreement with Briton Ventures of the United Kingdom to produce 12 pictures with a budget cap of $10 million USD per project.  Briton Ventures will provide up to 50% of the budgets and we will provide the other 50% funding through bankable tax credits and distribution contracts.





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Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance.  We are in development stage operations and have not yet generated any revenues.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.

We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to our existing shareholders.





Results of Operations for the three months ended April 30, 2011 compared to the three months ended April 30, 2010 and from December 17, 2007 (Date of Inception) to April 30, 2011.



Lack of Revenues



We are a development stage company with limited operations since our inception on December 17, 2007 to April 30, 2011.  We have not generated any revenues.  As of April 30, 2011, we have an accumulated deficit of $936,395.  At this time, our ability to generate any significant revenues continues to be uncertain.  Our financial statements contain an additional explanatory paragraph in Note 2, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.



Net Loss



We incurred a net loss of $31,500 for the three months ended April 30, 2011, compared to a net loss of $32,440 for the same period in 2010.  From inception on December 17, 2007 to April 30, 2011, we have incurred a net loss of $936,395.  Our basic and diluted loss per share was $0.00 for the three months ended April 30, 2011, and $0.00 for the same period in 2010.



Expenses



Our total operating expenses decreased slightly from $32,440 to $31,500 for the three months ended April 30, 2011 compared to the same period in 2010.  This slight decrease in expenses is mostly due to lower legal and accounting fees.  Since our inception on December 17, 2007 to April 30, 2011, we have incurred total operating expenses of $936,395.



Our consulting fees remained unchanged at $750 for the three months ended April 30, 2011 compared to the same period in 2010.  Since our inception on December 17, 2007 until April 30, 2011 we have spent $36,596 on consulting fees.



Our rent expense remained unchanged at $750 for the three months ended April 30, 2011 compared to the same period in 2010.  Since our inception on December 17, 2007 until April 30, 2011 we have spent $10,000 on rent.



Our management fees remained unchanged at $30,000for the three months ended April 30, 2011 compared to the same period in 2010.  Since our inception on December 17, 2007 until April 30, 2011 we have spent $210,000 on management fees



Our general and administrative expenses consist of bank charges, travel, meals and entertainment, office maintenance, communication expenses (internet, fax, and telephone), courier, postage costs, office supplies.  Our general and administrative expenses remained unchanged at $nil for the three months ended April 30, 2011 compared to the same period in 2010.  Since our inception on December 17, 2007 until April 30, 2011 we have spent $13,132 on general and administrative expenses.

Our legal and accounting fees decreased by $940 to $nil for the three months ended April 30, 2011 from $940 for the same period in 2010, mainly due to decreased legal and auditing services provided in the three month periods ended April 30, 2011.  Since our inception on December 17, 2007 until April 30, 2011 we have spent $57,723 on legal and accounting expenses.

5



Off-Balance Sheet Arrangements



We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.



Inflation



The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.





Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)).  Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.  Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.6Changes In Internal Control Over Financial Reporting

In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended April 30, 2011 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.





PART II  OTHER INFORMATION



Item 1.  Legal Proceedings.



Not applicable.



Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.



None.



Item 3.  Defaults upon Senior Securities.



None.



Item 4.  Submission of Matters to a Vote of Security Holders.



None.



Item 5.  Other Information.



None.



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Item 6.  Exhibits



|               |                                                                                                                                                             
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                                                                                 
|31.1           | Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32.1           | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002        





SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    |                                                                                                                             
|------------------- | ----------------------------------------------------------------------------------------------------------------------------
|                    | Affinity Mediaworks Corp.                                                                                                   
|                    |                                                                                                                             
|                    | By: /s/ Scott Cramer                                                                                                        
|Date:  July 6, 2011 | Scott Cramer                                                                                                                
|                    | President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director



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